European Commission Clears Orange’s €3.4 Billion Acquisition of Jazztel

The European Commission recently announced that it has approved under the EU Merger Regulation Orange SA’s proposed  €3.4 billion acquisition of Jazztel, plc, a telecommunication company mainly active in Spain.  The deal, which is subject to certain conditions, brings together the third and the fourth largest providers of fixed telecommunication services in Spain.  It is Orange’s largest acquisition in the past 10 years, and allows the parties to combine their activities in fixed telephony and internet services with  mobile services.

To address the Commission’s concerns with respect to the retail market for the provision of fixed internet access services as well as on the potential multiple-play markets including fixed internet access services, Orange offered commitments in Phase II, which aimed at offering to a fourth nation-wide competitor the possibility to enter the retail markets linked to fixed internet access services in Spain. Orange has committed to divest an independent Fibre-To-The-Home (FTTH) network covering 700,000 – 800,000 building units, which is similar to the size of Orange's current FTTH network in Spain. The merged entity will also grant access to Jazztel’s ADSL (Asymmetric Digital Subscriber Line) network to the purchaser of the fiber-optic network.

Longtime client Orange provides telecommunication services in more than 30 countries. Orange is present in the Spanish telecommunication markets through its wholly owned subsidiary operating under the name Orange España S.A.U.  Jazztel, registered in the UK, provides telecommunication services in Spain through its subsidiary Jazz Telecom, S.A.U.

Willkie’s European Antitrust team was led by partner Jacques-Philippe Gunther (Paris) and national partner Adrien Giraud (Brussels), and included associates Nicolas Cassauba, Mathilde Saltiel and Alice Guérin.